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Regulatory Basis

The Obligation

Canada treats the model as a product in its own right, with KYP obligations at both the firm and the individual level. The US reaches a similar place through the diligence required before recommending an investment strategy. In both, the understanding has to be of the model as it is, not as it was.

1
The Model Is Assessed, Approved, Monitored and Understood
The same four KYP obligations that apply to a security apply to the model that holds it

In the KYP HubHow products are approved onto the shelf, whatever their type: Product Approval.

CIRO's Rule 3301 requires a dealer, before making securities available to clients, to take reasonable steps to assess them, approve them, and "monitor the securities or derivatives for significant changes."[1] Rule 3302 separately requires each Approved Person to take steps to understand what they buy, sell or recommend, including its "structure, features, risks, initial and ongoing costs and the impact of those costs."[1] Joint CSA/CIRO Staff Notice 31-368 applies both obligations to model portfolios.

Among the KYP deficiencies the notice reported were firms that offered model portfolios without first assessing and documenting their "investment objectives and strategies, composition, features, costs, risks," and the investors they were intended for.[2] Its guidance is direct:

"Model portfolios made available to clients are expected to be subject to an appropriate KYP assessment at the model portfolio level." Joint CSA/CIRO Staff Notice 31-368, p.11 [2]

Under Rule 3301, a dealer must take reasonable steps to approve what it makes available to clients, and an Approved Person may only buy or recommend what the firm has approved.[1] The notice applies the same logic to models: firms "are also expected to have a process to approve model portfolios that are made available to clients."[2] Among the approval deficiencies it reported were firms that offered models managed by the firm or an affiliate without keeping evidence the models had been approved. Separately, among its KYP assessment findings, it described large firms that relied solely on an affiliate's KYP work to discharge their own obligations.[2]

The notice leaves the design of the approval process to the firm, but sets a clear floor for what it has to produce:

"Approval documentation should show meaningful consideration by the individual or group approving the security (or, where appropriate, approving the group of securities), including key elements that were assessed and support for why the approval was appropriate." Joint CSA/CIRO Staff Notice 31-368, p.16 [2]

For model drift, approval does a second job that's easy to miss. The approved model is the baseline every later version is measured against. If the approval record doesn't capture what the model was - its holdings, target weights, costs, risk rating and tolerance ranges - the firm has nothing to measure drift from, and can't show whether today's model is still the product that was approved.

What the Firm Needs to Do
  • Assign approval authority. Name the committee or individual who approves models. The notice saw firms use investment committees, product review committees, the CIO, the CCO, the UDP or senior advising representatives, depending on size and complexity.[2]
  • Set approval criteria. Define what a model must show to be approved, scaled to its complexity and risk.
  • Assess the model as a whole. Objectives and strategy, composition, features, costs and risks, and the investors it is intended for.
  • Confirm every holding is approved. Each underlying security needs its own KYP assessment and approval; the model's approval doesn't substitute for them.
  • Do its own work. Where a model is built by an affiliate or third-party manager, the firm still performs and documents its own assessment rather than relying solely on theirs.
  • Record the approved baseline. Holdings, target weights, total cost, risk rating and tolerance ranges as approved, in a dated, versioned record.
  • Define re-approval events. Specify which model changes require the model to be approved again before the changed version is offered.
  • Document algorithmic processes. Where an algorithm drives selection or approval decisions, document the algorithm used, its outputs and evidence of ongoing oversight that it is functioning appropriately.[2]
What the Individual Advisor Needs to Do
  • Offer only approved models. Recommend a model only in its currently approved version, and not while it is suspended or restricted.
  • Understand the approved model before offering it. Know how it is composed, its features and risks, and its costs, as set out in the firm's KYP assessment.[2]
  • Know which version is current. Work from the firm's latest approved assessment, not a copy saved at onboarding or a manager's marketing piece.
  • Stay inside the approved shelf. Model builders select only approved securities, and must understand each underlying security they include.[2]
  • Evidence their understanding. Complete whatever acknowledgement, training or examination the firm requires before offering a new or re-approved model.
  • Escalate mismatches. Report to the approval owner when the model in practice doesn't match the approved description.
Example: Written Model Approval Process
Illustrative
A.1
Scope. This procedure applies to every model portfolio the firm makes available to clients, whether built by the firm, an affiliate or a third-party manager, and to every change that requires re-approval under A.6.
A.2
Approval authority. The Product Review Committee approves all new models and re-approvals. The Chief Investment Officer may approve changes classed as minor under A.6, and reports each one to the Committee at its next meeting.
A.3
Model KYP assessment. Before approval, the model owner prepares a model KYP memo covering:
  • investment objective, strategy and intended investors;
  • composition: each holding and its target weight;
  • features, including liquidity and any restricted holdings;
  • total cost: model fee, weighted underlying fees and expected trading costs, and their impact on returns;
  • risks and the model's risk rating;
  • tolerance ranges for asset mix, concentration, risk, cost, liquidity and turnover.
A.4
Underlying securities. Every holding must be on the firm's approved list with a current KYP assessment before the model can be approved. The memo lists each holding with a reference to its assessment.
A.5
Approval record. Approval is recorded on the model KYP memo, with committee minutes showing the key elements discussed and the reasons for approval. The approved memo becomes the model's baseline version (version 1.0) and is retained permanently.
A.6
Re-approval. A change to the model's objective or strategy, the addition or removal of an asset class, a change of model manager or sub-advisor, or a change that moves the model outside its approved tolerance ranges requires full re-approval before the changed model is offered. Adding or removing a holding within the approved ranges is a minor change under A.2.
A.7
Release to advisors. A new or re-approved model is released only after the approved memo is published to registered individuals and each has acknowledged reviewing it. Advisors may not offer a model version they have not acknowledged.

Rule 3301(1)(iii) requires the firm to monitor what it has approved for significant changes.[1] The notice extends that to models: among the monitoring deficiencies it reported were firms that lacked a process, or failed to keep evidence that "securities or model portfolios were reviewed for significant changes."[2] Its guidance sets out what the process needs:

"Firms should define what constitutes a significant change for the types of securities they offer and implement a monitoring process that outlines how and at what frequency monitoring will occur. The definition of significant change and the monitoring frequency should reflect the nature of the securities, the firm's business model, and investment strategy." Joint CSA/CIRO Staff Notice 31-368, p.17 [2]

The notice also expects firms to keep written policies and evidence that the process was followed, to document their assessment of any significant change, and to consider responses including notifying registered individuals, revisiting the firm's approval and restricting new sales.[2] It criticized firms that relied passively on issuers to tell them something had changed.[2] By analogy, a firm offering a third-party model can't rely only on the model manager to report changes; it needs its own view of what the model holds and how it's behaving.

For a model, monitoring runs at two levels at once. The underlying securities are each monitored on their own schedule, as they would be anywhere on the shelf. The model is monitored against its approved baseline: is it still composed, priced and risk-rated the way its approval says? Drift shows up at the second level even when nothing at the first level has fired.

What the Firm Needs to Do
  • Define significant change for models. Write down which changes to a model count as significant, separately from the definition for individual securities.
  • Set a monitoring frequency per model. Scale it to the model's complexity and risk; the notice found annual monitoring alone generally insufficient.[2]
  • Compare the model to its baseline. Test current composition, cost, risk and liquidity against the approved tolerance ranges on the defined schedule.
  • Link underlying changes to models. Route every significant change in a security to each model that holds it.
  • Monitor independently. Use the firm's own data on third-party and affiliate models rather than waiting for the manager to report.
  • Document the assessment and response. Record what changed, who assessed it, the conclusion, and whether the model was maintained, restricted, suspended or sent for re-approval.
  • Keep evidence of every evaluation. Including evaluations where nothing was breached, and every version of the model's KYP file.
  • Tell the people who offer it. Notify registered individuals of significant model changes and give them the updated assessment.
What the Individual Advisor Needs to Do
  • Keep their understanding current. Review each model change notice and the updated KYP assessment for every model they offer.
  • Confirm review where required. Complete acknowledgement or re-examination when the firm requires it after a significant change; the notice cites re-examination on a significant change as a practice some firms use.[2]
  • Respect status changes. Stop offering a model that has been suspended, restricted or sent for re-approval until it is released again.
  • Monitor what they select. Model builders stay current on each underlying security they chose, and flag significant changes to the model owner.
  • Report what they see. Escalate anything they notice that suggests the model has drifted - a holding that doesn't fit the strategy, a cost that has risen - even if no alert has fired.
Example: Written Model Monitoring Process
Illustrative
M.1
Ownership. Each model has a named model owner responsible for monitoring. The Product Review Committee oversees monitoring across all models and receives a monthly exceptions report.
M.2
Significant change in a model. Any of the following is a significant change:
  • a breach of any approved tolerance range (asset mix, concentration, risk, cost, liquidity, turnover);
  • a change in the model manager, sub-advisor or strategy;
  • a change in the model's risk rating;
  • a significant change in any underlying security, as defined in the firm's security-level policy;
  • cumulative holding changes exceeding a defined share of the model since its last approval.
M.3
Frequency. Underlying securities are evaluated on their own schedules. Each model is evaluated against its tolerance ranges weekly for models holding complex, illiquid or alternative products, and monthly for all other models, and on the same day as any model change. Every model receives a full KYP review at least annually in addition to this monitoring.
M.4
Data sources. Model holdings and weights are taken from the firm's own portfolio records, not from the manager's reporting. Third-party model managers must notify the firm of changes, but notification supplements the firm's monitoring and does not replace it.
M.5
Assessment and response. The model owner documents each significant change within five business days, recording what changed, the information reviewed, and a recommended outcome: maintain, restrict new use, suspend, or refer for re-approval under A.6. Suspension and re-approval decisions are made by the Product Review Committee.
M.6
Advisor notification. Every registered individual authorized to offer the model is notified of the change and the outcome, with the updated model KYP memo, within two business days of the decision. Where the Committee requires it, advisors acknowledge the update before offering the model again.
M.7
Records. The firm retains every evaluation (including those with no breach), every assessment and decision, every version of the model KYP memo, and every notification and acknowledgement, linked to the model version in force at the time.

The clause numbers, timeframes and thresholds above are illustrations of what a complete written process covers, not recommended settings. The notice is explicit that processes can vary with a firm's business model and the complexity and risks of what it offers;[2] what can't vary is that the process is written down, followed, and evidenced.

The notice splits the individual KYP obligation for models in two:

"Where clients invest in model portfolios offered by a firm, the KYP obligation for the firm's client-facing registered individuals is to understand how the model portfolios are composed, their features and risks ... Registered individuals responsible for selecting securities to be included within the model portfolios must take steps to understand each of the underlying securities within the models." Joint CSA/CIRO Staff Notice 31-368, p.14 [2]

This split matters for drift. The people building the model need current knowledge of every underlying security. The people offering it to clients need current knowledge of the model as a whole. When the model changes, both groups' understanding goes out of date at the same moment, and the firm is expected to give them access to what it learned through its own KYP process, along with any training and tools they need.[2]

Finally, the notice's list of what KYP policies and procedures should cover includes "the process to perform KYP on model portfolios offered by the firm and the specific responsibilities of registered individuals in respect of KYP (i.e., performing KYP at the model portfolio level versus at the level of individual securities in the model portfolio)," alongside a description of "what the firm considers to be a significant KYP change."[2] A firm that offers models needs both written down, for models as well as securities.

2
Understanding the Strategy Before Recommending It
No model-specific rule, but the same product-level diligence applies to a model as to any investment strategy

US rules don't single out model portfolios, and there's no counterpart to the Canadian notice's model-level KYP expectation. The product-level diligence duty still reaches models, because a model is an investment strategy and both the broker-dealer and adviser frameworks require firms to understand a strategy before recommending it.

Reg BI applies to recommendations of "any securities transaction or investment strategy involving securities (including account recommendations)."[4] The first component of its Care Obligation is product-level: the broker-dealer must understand the potential risks, rewards and costs of the recommendation and have a reasonable basis to believe it could be in the best interest of at least some retail customers.[4][5] For a model, that means understanding the strategy, its holdings and its costs - and keeping that understanding current as the model changes.

The SEC's 2019 interpretation of the adviser standard of conduct sets a comparable bar:

"A reasonable belief that investment advice is in the best interest of a client also requires that an adviser conduct a reasonable investigation into the investment sufficient not to base its advice on materially inaccurate or incomplete information." SEC Release No. IA-5248, p.16 [3]

A KYP file that describes last year's version of a model is exactly the kind of inaccurate or incomplete information the interpretation warns against.

FINRA's guidance on new products treats approval as the start of a review cycle, not the end. Notice to Members 05-26 describes post-approval review of complex or conditionally approved products as a best practice.[6] Regulatory Notice 12-03 asks firms to periodically reassess complex products they offer to confirm that their performance and risk profile remain consistent with how the firm is selling them.[7] Applied to models, the question is the same: does the model still match what the firm said it was?

KYP Question for a Model Canada (CIRO / CSA) United States
Must the model be assessed as a product? Yes - KYP at the model portfolio level Yes in substance - the strategy must be understood before it is recommended
Must it be approved before it is offered? Expected - a process to approve models made available to clients No specific rule; covered by FINRA new-product review practices for broker-dealers
Must it be monitored for change? Yes - models are reviewed for significant changes, with evidence kept Implied - understanding must stay current; FINRA expects periodic reassessment of complex products
What must individuals understand? Client-facing: the model as a whole. Model builders: every underlying security The risks, rewards and costs of the strategy being recommended
Definition

The Drift

A model's KYP assessment records a set of facts: what it holds, what it's trying to do, what it costs, how risky it is. Model drift is any change that makes one of those facts untrue. There are four kinds, and each goes out of date in a different way.

1
Four Kinds of Model Drift
Composition, characteristics, cost and underlying - each one a way for the KYP file to fall behind the model
Composition Drift
The model's holdings or target weights have changed since it was assessed.
Characteristic Drift
The model's risk, asset mix, style or exposures have moved away from its documented objectives.
Cost Drift
The model's total cost has changed: underlying fees, model fees, or trading costs from higher turnover.
Underlying Drift
A security inside the model has undergone a significant change, even though the model itself hasn't been touched.
Model's KYP assessment no longer describes the modelEach kind needs its own detection; any one can make the file stale
Composition Drift

This is the drift a firm causes itself, through the model's own management decisions. Each new holding brings its own KYP requirement: the people selecting securities for the model must understand each underlying security.[2] Each change also alters the model as a whole, which is what client-facing registered individuals are expected to understand.[2] Individually small changes add up: a model that has replaced a third of its holdings over two years is a materially different product from the one in its original KYP file, even if no single change seemed significant.

Characteristic Drift

A model can change character without changing a single holding. Market movement shifts its effective asset mix between rebalances. A growth-oriented fund inside a "balanced" model can gradually tilt the whole model's style. Concentration in a sector or region can build as holdings perform unevenly. The KYP question is whether the model's documented objectives, strategy and risk still describe what it actually does. This is the kind of drift most often missed, because nothing in the model's change log records it.

Cost Drift

Costs are a named element of KYP under Rule 3302 - initial and ongoing costs, and their impact.[1] A model's total cost is the sum of its layers: the model or program fee, the management expense ratios of any funds inside it, and the trading costs generated by its turnover. Any layer can move independently. A fee increase in one underlying fund, a switch from an ETF to an actively managed fund, or a more active rebalancing policy can each change the model's cost profile. The notice lists changes in costs and fees among the significant changes firms monitor for.[2]

Underlying Drift

Every security inside a model is also subject to monitoring for significant changes in its own right. When one of them changes - a fund replaces its portfolio manager, an issuer's credit rating is cut, a fund suspends redemptions - the model hasn't been edited, but the model's KYP may no longer hold. The question isn't only whether the underlying security should stay on the shelf; it's whether the model that holds it still has the features and risks its assessment describes. The trigger framework for underlying changes is set out in Material Change Monitoring; the point here is that every trigger on an underlying security needs a route to the model KYP files that depend on it.

2
When a Model Change Reopens KYP
Which changes leave the model's assessment intact, and which require it to be revisited

Not every change to a model needs a fresh assessment. Returning holdings to their existing target weights doesn't change what the model is. Adding a new asset class does. The notice expects firms to describe in writing what they consider a significant KYP change,[2] and for firms that offer models, that description needs to cover the model as well as its securities. The table below applies that expectation to common model changes. It's a starting point for a firm's own policy, not a prescribed list.

Model Change Reopens Model KYP? KYP Question Expected Action
Rebalance to existing target weights No None - the model is being restored to its assessed form Record the rebalance in the model's log
Add a new holding Yes Is the new security understood, and how does it change the model's features, costs and risks? Underlying KYP on the new security; update the model's assessment; inform client-facing staff
Remove a holding Usually Does removing it change the model's exposures, diversification or cost? Record the rationale; update the assessment if exposures or costs change
Change target weights Depends on size Does the new mix still match the model's documented objective and risk? Assess against the model's tolerance ranges; update the assessment if outside them
Add or remove an asset class Yes Has the model's strategy changed? Full reassessment and re-approval of the model
Change the model's stated objective or strategy Yes Is this the same product? Treat as a new model: full assessment and approval before it is offered
Change in the model manager or sub-advisor Yes Will the model be run the way the assessment assumed? Reassess the model's process and people; inform client-facing staff
Significant change in an underlying security Yes Does the change alter the model's features, risks or costs? Assess impact at the model level as well as the security level; record the outcome
Change in the model's total cost Yes Are the model's documented costs and their impact still accurate? Update the cost section of the assessment; inform client-facing staff

The pattern is that any change to what the model is, what it holds for more than a moment, what it costs, or who runs it reopens the KYP file. Mechanical actions that return the model to its assessed state don't.

3
Tolerance Ranges
Defining in advance how far a model can move before its assessment needs revisiting

Characteristic drift and cost drift don't arrive as discrete events, so they need thresholds. The practical approach is to record, in the model's KYP assessment, a documented range for each characteristic that defines it, and to treat a breach of that range as a significant change in the model.

Characteristic What the Range Covers Why It Matters for KYP
Asset mix Minimum and maximum weight for each asset class The asset mix is the model's composition as described to clients and staff
Risk A range for a chosen risk measure, such as trailing volatility, and the model's risk rating A risk rating that no longer fits the model makes the assessment inaccurate
Concentration Maximum weight in any single holding, issuer, sector or region Concentration changes the model's risk profile even when the asset mix is stable
Cost A ceiling on the model's total weighted cost Costs and their impact are a named element of KYP
Liquidity Maximum weight in holdings with limited or restricted redemption Liquidity is a feature of the model that affects how it can be used
Turnover A range for annual turnover Turnover drives trading costs and signals changes in how the model is run

No regulator in either country prescribes these ranges, and no single set fits every model. Two design points apply broadly. First, ranges should be set at the level of detail the model is described at: if a model is marketed as "60/40," the asset-mix range should be tight enough that "60/40" stays true. Second, ranges should be tighter on the parts of the model that carry the most risk or the least liquidity, where a small drift in weight is a larger change in the product.

A range breached repeatedly is a finding in itself. If a model keeps breaching the same range after every rebalance, either the range is wrong or the model's documented character is. The honest fix is to reassess the model and update its KYP file to describe what it actually is, rather than to keep trading it back toward a description it no longer fits.
Supervision

The Oversight

A model's KYP file is only as current as the process that maintains it. That process has to watch the model, its underlying securities and the knowledge of the people who offer it.

1
Monitoring the Model
Comparing the model to its own assessment, continuously rather than annually

In the KYP HubHow monitoring rules, the engine and alerts work: Material Change. What happens when an alert fires: From Alert to Decision. When a change should reopen KYP: Material Change: When to Reopen a KYP Assessment. The same lifecycle for other security types: equities, mutual funds and ETFs, structured products, segregated funds and annuities and alternatives and private markets.

The notice found annual monitoring alone insufficient for securities in general,[2] and a model is only as current as the securities inside it. Model monitoring works as a chain, where each link can surface drift the others miss:

1
Underlying Securities
Every holding monitored for significant changes on its own schedule.
2
Model vs. Assessment
The model's current composition, risk, cost and liquidity compared to the ranges in its KYP file.
3
Model Reassessment
Any breach or significant change opens a documented review of the model's KYP.
4
Staff Notification
Client-facing registered individuals told what changed, so their understanding stays current.

The second link is the one most often missing. Firms that monitor securities well may still never compare the model as a whole to its own documentation, which is the only way to catch characteristic drift and cumulative composition drift. A single underlying security can be unremarkable while the model it sits in has quietly become something else.

The fourth link closes the loop to Rule 3302. Client-facing staff are expected to understand how each model is composed and what its features and risks are.[2] If the model changes and they aren't told, their understanding is out of date whether or not they've done anything wrong. The notice's own examples of firm practices include updating due diligence memos or key elements of KYP assessments, informing all registered individuals of significant changes, and retaining all document versions.[2]

2
Documentation
A model KYP file that can show what the model was, and is, on any date

In the KYP HubWhat the KYP file must show: KYP Documentation: What Your File Must Show. How supervision tests it: Supervising a KYP Program.

The notice expects firms to keep evidence that their monitoring process was followed.[2] For a model, that means the KYP file can't be a single document overwritten each time the model changes. It needs to be a versioned record that shows what the model was at any point, what changed, and who reviewed it.

Record What It Shows
Model KYP assessment (versioned) Objectives, strategy, composition, features, costs, risks and intended investors, with every prior version retained
Model approval record Who approved the model, when, and on what basis - and each re-approval after a significant change
Documented tolerance ranges The ranges for asset mix, risk, concentration, cost, liquidity and turnover that define the model
Model change log Every change to holdings, weights, manager or strategy, with its date and rationale, and whether it reopened KYP
Underlying KYP files A current assessment for every security in the model, linked to the models that hold it
Evaluation log Each time the model was compared to its ranges, including the times nothing was breached
Staff notification record Which registered individuals were told about each significant model change, and when

The test of the whole system is whether the firm can answer, for any model on any date: what did it hold, what did it cost, what did its assessment say, was it within its ranges, and did the people offering it know about the latest change? If any of those answers has to be reconstructed after the fact, the model's KYP isn't being maintained - it's being rebuilt on request.

Five Questions to Test Model KYP
  1. Does every model the firm offers have its own KYP assessment and approval record, separate from those of its underlying securities?
  2. Does the firm's written definition of a significant KYP change cover changes to models, not just to securities?
  3. Are documented tolerance ranges recorded for each model, and is the model compared to them on a defined schedule?
  4. When an underlying security changes, is there a route from that change to every model that holds it?
  5. When a model changes, are client-facing registered individuals told, and is there a record that they were?
A note on scope: This paper covers Know-Your-Product obligations as they apply to model portfolios offered as products, under regulatory requirements and published guidance in Canada and the United States as of its publication date. It does not address how individual client accounts are managed against a model. It is general information, not legal or compliance advice. The model changes and tolerance ranges described are illustrations of the mechanics, not prescribed policy; each firm's approach should reflect its own models and legal advice. Where rules and guidance are quoted, the quotation is from the source cited.
References
  1. CIRO. Investment Dealer and Partially Consolidated Rules, Rule 3300 series (Product Due Diligence and Know-Your-Product), including Rules 3301 and 3302. Parallel requirements for other registrants: NI 31-103, section 13.2.1. Source document (PDF)
  2. Joint CSA/CIRO Staff Notice 31-368, Client Focused Reforms: Review of Registrants' Know Your Client, Know Your Product and Suitability Determination Practices and Additional Guidance, December 10, 2025. KYP assessment of model portfolios, p.11; registered individuals' KYP, pp.13-14; approval, pp.15-16; monitoring for significant changes, pp.16-18; KYP policies and procedures, p.34. Source document (PDF)
  3. U.S. Securities and Exchange Commission. Commission Interpretation Regarding Standard of Conduct for Investment Advisers, Release No. IA-5248, June 5, 2019. Source document (PDF)
  4. U.S. Securities and Exchange Commission. Regulation Best Interest: A Small Entity Compliance Guide. Source document
  5. U.S. Securities and Exchange Commission. Regulation Best Interest: The Broker-Dealer Standard of Conduct, 17 C.F.R. § 240.15l-1, effective June 30, 2020. Source document (PDF)
  6. FINRA (then NASD). Notice to Members 05-26, NASD Recommends Best Practices for Reviewing New Products, April 2005. Source document
  7. FINRA. Regulatory Notice 12-03, Heightened Supervision of Complex Products, January 2012. Source document